Cooper asked Chancery Court Judge Sam Glasscock at a
telephone hearing from Georgetown, Delaware, yesterday for
speedy handling of its suit against Apollo, which had agreed to
pay $35 a share for Cooper and now seeks a lower price.
Glasscock said he could see a trial taking place early next
month.

Cooper, based in Findlay, Ohio, said June 12 it would be
bought by Gurgaon, India-based Apollo. When Apollo failed to
close the deal as scheduled on Oct 4., Cooper went to court to
enforce the buyout agreement.

In its complaint, Cooper contends Apollo agreed to use its
“reasonable best efforts” to complete the transaction or pay a
$112.5 million “reverse breakup fee” to walk away.

Apollo has instead “breached its obligations” in the
buyout contract, Robert Faxon, a lawyer for Cooper, told the
judge. He said Cooper wants to close the deal “before
Nov. 13.”

‘No Basis’

Raymond DiCamillo, an attorney representing Apollo, said
there’s “no basis” to show his client breached the contract.
There’s adequate time to resolve the dispute without any fast-tracking, he said.

To get a lower buyout price, Apollo is dragging its feet in
negotiating an agreement with United Steelworkers unions, Cooper
contends in court papers, and must deal with a strike involving
a Cooper joint venture with China’s Chengshan Group Co.

“The situations with the United Steelworkers and the joint
venture partner and union in China are a direct result of the
merger agreement, and are risks Apollo assumed,” Cooper
officials said in an Oct. 7 statement.

Cooper said in court papers that under the merger contract
one circumstance that would allow Apollo to back out is a
“material adverse effect” -- something that alters the value
of the target business.

Apollo had agreed such effects would exclude disputes with
Cooper’s labor unions or partners, including Chengshan, Cooper
contends.

China Subsidiary

In a statement Oct. 6, Apollo officials said, “On top of
the United Steelworkers issue, Cooper has breached material
representations and covenants, including with respect to its
majority-owned China subsidiary due to the fact that Cooper has
no control over the subsidiary” or access to its records, all
of which poses ‘significant and unanticipated costs.’’’

Cooper’s financial condition has deteriorated, according to
a confidential letter of Oct. 4 from Apollo officials to Cooper
General Counsel Stephen Zamansky, made public yesterday in court
filings.

Apollo contends it sought financial projections and, in
July, Cooper said it expected $4.3 billion in revenues for 2013.
In August, the figure dropped to $3.9 billion and in September
to $3.6 billion, according to court papers. The latest figure in
the letter shows projected 2013 revenues of $3.4 billion,
leaving Apollo “confused and deeply concerned.”